Vietnam Enterprise Investments Limited (‘VEIL’) is a closed-end fund, incorporated in the Cayman Islands and trading on the Main Market of the London Stock Exchange.

Launched in 1995, VEIL is the longest running fund focused on Vietnam and one of the largest which invests primarily in listed and pre-IPO companies in Vietnam that offer attractive growth and value metrics, and strong corporate governance.

investment policy

Investment objective

VEIL’s objective is to seek medium to long term capital appreciation of its assets.

Investment policy

VEIL seeks to achieve its investment objective by investing in companies primarily operating in, or with significant exposure to, Vietnam. Whilst the Company's portfolio will reflect a focus on Vietnam, the Company may also invest up to, in aggregate, 20 per cent of Net Asset Value at the time of investment, in companies operating in, or with significant exposure to Cambodia and Laos.

VEIL expects that the majority of the investments comprising the portfolio will be equity securities admitted to trading on the Stock Trading Center of Vietnam in Ho Chi Minh City, the Hanoi Stock Exchange, or on another stock exchange. VEIL may, nonetheless, invest in unlisted equity securities and listed or unlisted debt securities or loan instruments.

The companies in which VEIL will invest may have any market capitalisation and may operate in any industry. In respect of the debt securities in which VEIL may invest, these may be fixed or floating rate and may have any credit rating or may be unrated.

VEIL may seek exposure to securities directly or indirectly and VEIL may use derivatives for investment purposes and efficient portfolio management. VEIL may invest in investment companies that have, as their main objective, a focus on investing in securities falling within the VEIL’s investment policy. Investments in other investment companies will not exceed 10 per cent of Net Asset Value at the time of investment.

VEIL does not intend to take legal or management control of any investee company. VEIL may also hold cash or other short term investments such as commercial paper or certificates of deposit. Under normal market conditions, it is expected that VEIL will be substantially fully invested in investments meeting its investment policy. However, where considered prudent to do so (for example, in the event of a lack suitable investment opportunities or in times of falling markets or market volatility), VEIL's portfolio may reflect a significant weighting to cash or other short term investments.

Investment restrictions

VEIL will observe the following investment restrictions in each case calculated at the time of investment:

(a) no more than 20 per cent of the gross assets of the Company may be exposed to the creditworthiness or solvency of a single counterparty;(b) no more than 20 per cent of the gross assets of the Company may be invested in any one issuer; and(c) no more than 40 per cent of the gross assets of the Company may be invested in any one industrial sector.

BORROWING

VEIL is permitted to borrow money and to charge its assets. VEIL will not have aggregate borrowings in excess of 20 per cent of the Company's Net Asset Value at the time of borrowing.

VEIL may borrow for the purposes of capital flexibility, including for investment purposes.The Board will oversee the level of gearing in VEIL, and will review the position with the Investment Manager on a regular basis.

VEIL BOARD

VEIL BOARD

CHAIRMAN & INDEPENDENT NON-EXECUTIVE DIRECTOR

Wolfgang Bertelsmeier

Educated at Frankfurt and Poitiers Universities, Wolfgang worked in various financial institutions before joining the World Bank’s IFC, serving in Southeast Asian and other emerging markets. He sits on the boards of companies in Europe and Africa.

SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR

Stanley Chou

Stanley Chou is managing director of investment advisory companies Lufin Asia Pacific Ltd and SCA International Ltd. He also helped found Victory Fund, a Luxembourg-based equity fund. He has been investing in Vietnam since 2005.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Gordon Lawson

Educated at Birmingham University, Gordon worked with Salomon Brothers/Citigroup, London before founding Pendragon in 1996. He later became Chairman of Indochina Capital Vietnam plc. He is an advisor and director of various companies.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Derek Loh

A director with TSMP Law Corporation Singapore, Derek practices construction and engineering law. He also sits on the boards of various Singapore-listed companies including Vibrant Group Ltd where he chairs the Remuneration and Nomination Committees.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Vi Le Peterson

Vi is an international business consultant based in Melbourne Australia, advising multinational corporations in Thailand and Vietnam. She serves on various company, not-for-profit and university boards. She is a former banking executive and Australian Senior Trade Commissioner to Vietnam.

NON-EXECUTIVE DIRECTOR

Dominic Scriven

UK-born Dominic founded Dragon Capital in 1994. Fluent in Vietnamese, he promotes the capital markets of Vietnam internationally, and is a director of various Vietnamese public companies. His interests range from Vietnamese art to eliminating the illegal trade in wildlife.

VEIL PORTFOLIO MANAGER

VEIL Portfolio Manager

Vu Huu Dien

Dien has a master’s degree in Business and Information System co-granted by the Solvay Business School of ULB (Bruxelles, Belgium) and the Ho Chi Minh City Open University. In 2000, he joined Dragon Capital as a senior analyst and later was promoted to Head of Corporate Finance and then Co-Manager of Vietnam Enterprise Investments Limited (VEIL), Vietnam Growth Fund Limited (VGF) and Vietnam Dragon Fund Limited (VDF). Since 2010, he is the Portfolio Manager of VEIL and in 2015, VGF was merged into VEIL, making VEIL the largest Vietnam-focused investment fund. He is also a Deputy CIO, leading Dragon Capital’s deal origination group and helping the CIO overseeing the investment team.

Committees

Audit and Risk

chairman

Stanley Chou

member

Gordon Lawson

member

Derek Loh

Management Engagement

chairman

Gordon Lawson

member

Stanley Chou

member

Vi Le Peterson

Nomination and Remuneration

chairman

Derek Loh

member

Vi Le Peterson

member

Wolfgang Bertelsmeier

Corporate Governance

VEIL is a member of the Association of Investment Companies (the “AIC”) which has published the AIC Code of Corporate Governance (the “AIC Code”). The VEIL Board has considered the principles and recommendations of the AIC Code by reference to the AIC Guide. The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to VEIL as an investment company. The VEIL Board considers that reporting along the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Corporate Governance Code) is appropriate for VEIL and its Shareholders.

VEIL’s Audit Committee was expanded to become the Audit and Risk Committee effective 1 July 2018. The Audit Committee is chaired by Stanley Chou and comprises Gordon Lawson and Derek Loh as members. The Audit and Risk committee meets at least twice a year. The Audit and Risk Committee monitors the integrity of the financial statements of VEIL. Where the Audit and Risk Committee is not satisfied with any aspect of the proposed financial reporting by VEIL, it shall report its views to the Board. The Committee also oversees the process of identifying, assessing, and controlling both VEIL and portfolio risks to prevent, mitigate or transfer such risks. The Committee reviews and challenges investment risks and business operational risks as well. The Audit and Risk Committee examines the effectiveness of VEIL’s internal controls. It helps the Board in discharging its responsibilities with regard to the approval of financial statements and also monitors and reviews the relationship with VEIL’s external auditor.

Effective 1 July 2018, the Management Engagement, Nomination and Remuneration Committee was split into a Management Engagement Committee (the “MEC”) and a separate Nomination and Remuneration Committee (the “NRC”).

The MEC is chaired by Gordon Lawson and comprises Stanley Chou and Vi Le Peterson as members. The MEC meets at least once a year, or more often if required. The MEC is responsible for monitoring and evaluating the Investment Manager’s investment performance and compliance with the terms of the Investment Management Agreement. The Committee also reviews the terms of the Investment Management Agreement annually to ensure that the terms thereof conform with market and industry practice and remain in the best interests of Shareholders and making recommendations to the Board on any variation to the terms of Investment Management Agreement which it considers necessary or desirable.

The NRC is chaired by Derek Loh and comprises Vi Le Peterson and Wolfgang Bertelsmeier (who is the chairman of the Board) as members. The NRC also meets at least once a year, or more often if required. The NRC is responsible for regularly reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and making recommendations to the Board with regard to any changes. The NRC shall also make recommendations to the Board concerning formulating plans for succession for non-executive Directors, the key roles of the Chairman, the Senior Independent Director, as well as the members of all board committees. The NRC is also responsible for setting the Directors’ remuneration levels.